EX-4.1





 Exhibit 4.1 
  






 












  
  

RALLYBIO CORPORATION 
 THE COMPANY WILL FURNISH WITHOUT CHARGE TO
EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE
COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST
OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH
CERTIFICATE. 
  

											
	  

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

	 		 
	 TEN COM  
	 	 - as tenants in common
	  	UNIF GIFT MIN ACT -             
                                    Custodian   
                                         
     
	  	 	 	  	 	  	                          
                          (Cust)              
                                         
  (Minor)
	 TEN ENT  
	 	 - as tenants by the entireties
	  		  	                          
        under Uniform Gifts to Minors Act                       
                                   
	  	 	 	  	 	  	                        
                                         
                   (State)
	   JT TEN
	 	 - as joint tenants with right of survivorship and not as tenants in common
	  	
UNIF TRF MIN ACT -             
                                     Custodian 
(until age                                  )

                          
                              (Cust)

	  	 	 	  	                          
                                         
 under Uniform Transfers to Minors Act                      
	  	 	 	  	 	  	                  (Minor)	  	 	  	            (State)    
	
Additional abbreviations may also be used though not in the above list.

 


  

			
		  	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


			
	 For value
received,                         hereby sell, assign and transfer unto
	  	                 
   

  

			
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)	  	
	    	  	 
		
	    	  	 
		
	 	  	Shares
	of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint	  	
	 	  	Attorney
	to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.	  	

  

			
	Dated:
                                         
                               20         
                   	  	  

Signature(s) Guaranteed: Medallion Guarantee Stamp

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations
and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
  

 
     

	
	
	
	Signature:                                    
                                         
                       
	Signature:                                    
                                         
                       
	 Notice: The signature to this assignment must correspond
with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.




  

					
	



	  	 The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after
January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a
cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. 

 
 If you do not keep in contact with the issuer or do not have any activity in
your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state.